Amended Statement of Beneficial Ownership (sc 13d/a)
December 21 2020 - 8:31AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)1
GameStop Corp.
(Name of Issuer)
Class A Common Stock,
$0.001 par value per share
(Title of Class of Securities)
36467W109
(CUSIP Number)
RYAN
NEBEL
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
December 17, 2020
(Date of Event Which Requires Filing of
This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
1 The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1
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NAME OF REPORTING PERSON
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RC
VENTURES LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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9,001,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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9,001,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,001,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.9%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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RYan
cohen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CANADA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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9,001,000
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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9,001,000
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,001,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.9%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares beneficially
owned by RC Ventures were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business). The aggregate purchase price of the 9,001,000 Shares beneficially owned by RC Ventures
is approximately $75,899,399, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction
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Item
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4 is hereby amended to add the following:
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The Reporting Persons
have engaged, and intend to continue to engage, in discussions with the Issuer’s Board of Directors (the “Board”)
regarding means to drive stockholder value, including through changes to the composition of the Board and other corporate governance
enhancements. While the Reporting Persons desire to come to an amicable resolution with the Issuer, the Reporting Persons will
not hesitate to take any actions that they believe are necessary to protect the best interests of all stockholders.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) – (c)
are hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is based upon 69,746,960 Shares outstanding as of December
1, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December
8, 2020.
As of the date hereof,
RC Ventures beneficially owned 9,001,000 Shares, constituting approximately 12.9% of the Shares outstanding. Mr. Cohen, as the
Manager of RC Ventures, may be deemed to beneficially own the 9,001,000 Shares owned RC Ventures, constituting approximately 12.9%
of the Shares outstanding.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b) By
virtue of his position with RC Ventures, Mr. Cohen and RC Ventures may be deemed to have sole power to vote and dispose of the
Shares reported owned by RC Ventures.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No.
3 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: December 21, 2020
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RC
Ventures LLC
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By:
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/s/
Ryan Cohen
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Name:
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Ryan
Cohen
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Title:
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Manager
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/s/
Ryan Cohen
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Ryan Cohen
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SCHEDULE A
Transactions in Securities of the Issuer
Since the Filing of Amendment No. 3 to the Schedule 13D
Nature of Transaction
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Amount of Securities Purchased
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Price per Share ($)
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Date of
Purchase
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RC
VENTURES LLC
Purchase of Common Stock
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128,546
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13.8070
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12/15/2020
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Purchase of Common Stock
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320,000
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13.8800
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12/16/2020
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Purchase of Common Stock
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26,054
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14.0940
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12/16/2020
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Purchase of Common Stock
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800,000
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14.2420
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12/17/2020
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Purchase of Common Stock
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470,311
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14.7730
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12/17/2020
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Purchase of Common Stock
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256,089
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15.8850
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12/18/2020
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Purchase of Common Stock
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500,000
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16.0200
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12/18/2020
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